


Claustrophobia [NSFW]

by absolutedepths



Category: RWBY
Genre: Anxiety Attacks, BDSM, Claustrophobia, Consent, Dirty Talk, Domination, Emotional Hurt/Comfort, M/M, Pain, Panic Attacks, Porn With Plot, Porn with Feelings, Self Harm, Sexual Frustration, Spanking, brief - Freeform, safe words, that gay shit, top!ozpin
Language: English
Status: Completed
Published: 2017-08-23
Updated: 2017-08-23
Packaged: 2018-12-18 23:40:42
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 7,516
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/11885307
Author URL: https://archiveofourown.org/users/absolutedepths/pseuds/absolutedepths
Summary: James installs a new security system in Ozpin's office which sets off Ozpin's claustrophobia when it malfunctions. Qrow is there to help him through it.sfw version of the same fic posted on the account isissa





	Claustrophobia [NSFW]

**Author's Note:**

> sfw link: http://archiveofourown.org/works/11885043

“You’re sure this is safe, James?” Ozpin asked, his eyes peering out from behind the screen of his desktop scroll. James Ironwood stood opposite his desk, a daring glint of pride in his eyes. Ozpin looked visibly exasperated.

“Yes. I have the highest faith in my men.”

Ozpin sighed, closing the active windows of his scroll to make better eye contact with James. Glynda and Qrow stood to the side of the conversation, sitting out of the decision making process.

“I’m just…not sure how I feel about it.” Ozpin pressed his lips into a thin line and brushed his hair back out of his face, something he never usually did. “It’s a little claustrophobic in here already.”

“Sir, that’s not really the point,” Ironwood mumbled, looking tired himself at that remark.

“Look, James, he’s clearly uncomfortable” Qrow started up, crossing the room to close the distance between the general and himself. “so don’t install anything.”

James shot Qrow a glare. “Improved defences are necessary in times like these. You know as well as I do, the secrets we hold in this building-”

“Are perfectly protected without 6 inches of steel, and I’m not talking about your thick skull.”

From behind them, Ozpin cleared his throat loudly. Qrow and James turned to him, his hands knit in front of him and he leaned his forehead on them.

“Alright, James. Do as you like. I’ll leave the office for a few days.”

Qrow held in a growl as he turned to face Ozpin properly. “Oz, you don’t have to – ”

Ozpin gave him a firm look, silencing the raven-haired man. Ozpin picked up his cane and walked to the elevator, a slow, deliberate stride. “I’ll see you all again soon, I presume.”

Qrow, temporarily shocked by the look Ozpin had given him, followed him into the elevator. It shut before Glynda or Ironwood made any attempt to join them.

Inside, Qrow muttered a few choice words about Ironwood before putting a hand on Ozpin’s shoulder. “Hey, you don’t have to do that. I know you’re not a fan of putting shielding around your office, Oz.”

Ozpin brushed him off physically, stepping away from Qrow to put a few centimetres’ distance between them. “It’s not a big deal, and it only activates when I want it to. I’m not worried about it, Qrow.”

It was an obvious lie, Ozpin had been on edge ever since he’d seen the blueprints for James’ new security system. His office was his sanctuary, with a view of all of Beacon. He didn’t like feeling shut in. Qrow knew that, having dealt with one of Ozpin’s panic attacks induced by a faulty elevator before. The two chose to keep the incident between them, which gave rise to Qrow’s mounting frustration at Ironwood.

_If he knew, then surely, he wouldn’t have forced the issue._

Qrow leaned over, closing the distance between the two of them. Ozpin’s amber eyes flickered upward instantly, looking cat-like in their alarm. His expression softened when Qrow laid a hand on his shoulder and pressed a gentle kiss to his lips. The two men lingered in the kiss for a few seconds before they felt the elevator grow still, pulling apart.

Qrow missed the feeling of Ozpin’s mouth immediately. The man flashed him a cute, but subtle, smile. They stepped out of the elevator together.

“I’ll see you in a few days, Qrow.” The two men found themselves in an empty hallway near the bottom of the tower.

Qrow glanced around, right to left, and nodded. “I’ll let you know if I find out anything for ya, Oz.” He leaned forward and cupped Ozpin’s chin with his hand, pulling him into a kiss. Ozpin’s eyes fluttered in shock before he relaxed into it, considering the hallway seemed empty. When the raven-haired man’s hand started to run through his hair he pulled back, taking a deep breath and smiling at him.

“Take care of yourself.”

 

 

``

 

Qrow glided lazily through the air, his wings tired and sore from the long flight he’d spent all day taking. In his bird form his stamina was quite impressive, but it still took a lot out of him to fly across a third of Remnant in a few days. He was looking forward to seeing his boyfriend and drinking again.

He spotted Beacon tower and a surge of energy ran through him. Oz was probably there, and the windows would be open, as usual. He could fly right in and cuddle, or stay in bird form and sit in Ozpin’s lap. Both ideas seemed pretty appealing. His wings beat a little harder as he gained height to soar right through one of the windows in Ozpin’s office. The office itself was dimly lit, but Ozpin was seated at his desk. Or rather, slumped over, looking asleep where he sat. Qrow prepared to change form as soon as he was through the window, but his transition was stopped when a piercingly shrill alarm sounded throughout the office.

Qrow hit the ground, shaking off his wings and turned to the window he’d flown in through. Then he looked up at Ozpin who had begun to stir. A loud, grinding metal sound could be heard. Ozpin’s eyes opened and focused on the bird, looking alarmed.

“Qrow?”

Qrow nodded, taking a moment to change forms. When he was standing there once again a man, he wanted nothing more than to stretch out his tired limbs, but the metal grinding noise was still there, deafeningly loud. He followed Ozpin’s gaze to the windows that surrounded the office, watching as metal plating slid into place over them, scratching the glass in places. He turned around to his boyfriend, who hadn’t spoken in quite a few seconds. The metal plating seemed to click into place, ceasing all movement and cutting off the grinding sounds. The alarm stopped ringing.

“Oz-” His voice cracked from not being used in three days. He coughed and swallowed. “Ozpin?”

Amber eyes met his, brows furrowing over them. “I can just turn it off, hold on.” The man stood, reaching for a small scroll left on the opposite edge of the desk. He held it up and fiddled with it for a few moments, pausing to slide his glasses further up his nose before returning his attention to the scroll. Qrow watched patiently. Ozpin’s gaze flickered up to him, and he swallowed. “Or not.”

Qrow felt a bitter taste in the back of his mouth. He wandered over, reaching for the scroll in Ozpin’s hands, receiving it with a nod and a thank you. He glanced at the screen. It was a program for controlling the shutter doors, though it wasn’t responding to anything he pressed. Qrow rolled his eyes. He felt a sharp pang of concern, wondering how Ozpin would handle this, but put on a brave face so as to not give him any unnecessary worry.

“I’ll call James.” Qrow offered, pulling his own scroll out of his suit jacket pocket. He brushed his messy hair out of his face and found James’ contact. He tapped it, but heard a dial tone, then nothing. He glanced at his reception. Nothing. “Think my scroll’s acting up.” He mumbled, walking around the office with it in his hand, held up to the sky. Ozpin took out his scroll and checked his reception.

“Mine’s not working either.”

Qrow frowned. “I’ll find a signal, hold on there, Oz.”

“No, it’s the plating. James explained it to me, you’re not going to get a signal.” Ozpin’s shoulders were visibly tense, drawn close to him on both sides.

“I’ll go downstairs,”

“No elevator access while it’s up.” Ozpin sighed. “We don’t have stairs, either.”

“Then what do we do?”

He shrugged. “We wait…for James…or Glynda.” His words were spoken very slowly, like he was trying to reassure himself before his panic could set in. Qrow’s heart went out to him.

“A student might notice what’s going on and tell someone, James isn’t meant to be back here until tomorrow.”

Ozpin gave a curt nod, a grimace taking hold of his complexion. He sat down, knitting his hands together.

“Hey, you alright Oz?”

His eyebrows furrowed, a deliberate breath moving in and out of his lungs. He buried his head in his hands for a few moments. “Yes, I’m fine.”

Qrow slipped his scroll into his pocket and walked over to Ozpin’s desk, perching himself on it. Ozpin watched him as he went. Qrow took advantage of their proximity to place a hand on the man’s shoulder, gently stroking at his dress shirt. Ozpin let his eyes slide shut, leaning slightly into the younger man’s touch. “Thankyou.”

“No problem.” Qrow stroked Ozpin’s hair and the two sat in silence for a few minutes. After a while, Qrow leaned back on the table and pulled out his scroll. Ozpin watched him carefully. Qrow waved the photo gallery in front of Ozpin. “Figured we should look at some of this intel, but if you don’t want to, let me know.”

The headmaster smiled warmly. “That sounds like a wonderful idea. You don’t have to mind my feelings, I’m quite alright.” He assured him.

Qrow shrugged. “Got my nieces to take care of, I like to make sure they’re always comfortable. With them at Beacon full time, I don’t have anyone to be mother hen to.” He said, by way of explanation. Ozpin chuckled.

The two sat for a while, chattering about Qrow’s latest mission. It was relatively simple, a scout sweep through the White Fang’s territory in Vacuo. Ozpin’s brows knit together when he saw the extent of their recruitment program, but he relaxed after a while and drunk in the rest of Qrow’s information. When they were done, Ozpin sat back in his chair, closing his eyes and looking thoughtful. Qrow stared at him a little bit too long, finding himself revelling in the formal posture of the other man.

After a while, Qrow noticed he’d been quiet for an unusually long time, and worry had worked its way back onto the man’s face. “Oz?” He asked gently. Ozpin opened his eyes and gave Qrow another one of his signature small smiles, one that didn’t meet his cat-like eyes.

“Yes?”

Qrow chewed the inside of his cheek, debating bringing up their current situation again. Eventually he just shook his head. “It’s all good, just thought you fell asleep on me.”

Ozpin’s eyebrows raised. “Hardly.”

Qrow, who was still perched on the desk, leant forward over Ozpin to give him a kiss on the forehead. However, as he hovered over the man, Ozpin stiffened considerably and drew his gaze towards the floor. Qrow recoiled as if he’d been burned. “Hey, you alright?”

Ozpin’s eyes were closed. He nodded slowly. “Yes.”

 _Not at all, are you?_ Qrow thought. He got off the desk and bent down eye level with Ozpin so he could give him the same kiss without smothering him. Ozpin’s cheeks grew warm with a slight red tint.

Qrow jumped back on the desk and crossed his legs, ignoring Ozpin’s temporary distaste, leaning his jaw on his palms. “You remember Taiyang?” He chirped.

“Yes, your brother in-law, he’s visited Miss Rose and Miss Xiao-Long before.” Ozpin nodded. “Why?”

A mischievous grin worked its way across Qrow’s face. “Did I ever tell you about the pranks he played on the other teams in our dorm?”

“I hope you haven’t told Ruby or Yang about them.” Ozpin chided, though he smiled. “You haven’t though.”

Qrow launched into a story about how Taiyang once used his semblance to absorb all the electricity of the other rooms in their dorm and used them to power fairy lights that Raven had wrapped around the outside of the building. Ozpin laughed behind his hand, constantly reminding Qrow that he didn’t approve of such things and that he’d have been in so much trouble if he did that these days.

Qrow shot Ozpin a devious smile. “I could do the same to your tower one day, Ozpin. I think rainbow lights would perk the place up a bit.”

Ozpin’s eyes glanced towards the covered windows around them. His brow furrowed slightly, almost imperceptibly. Qrow swallowed and tried to move the subject over. “Anyway, when our homeroom teacher found out, we had to take everything down and Taiyang had to load back all the electricity into the grid slowly, it took him like an hour of constant concentration. They wouldn’t let us go back to our room before the meter was back to normal.”

Ozpin pretended to look stern. “Quite right, I say.”

“Come on, we all know you’re a softy.” The old bird teased. “Ruby and Yang told me about you letting them go off with Oobleck before.”

Ozpin badly tried to hold back a grin. “That mission was perfectly open,”

“to second years” Qrow cut in. Ozpin continued, closing his eyes and straightening his spine to look prim and proper.

“open to anyone, as I recall.”

“Because you changed it.” Qrow poked his tongue out at him. Ozpin didn’t see, still holding his prim and proper pose.

“You’ve no witnesses.” And then he snorted, breaking into a laugh. “Alright, you are correct, I did open that for them. I didn’t expect them to tell another _teacher_ , however.”

Qrow straightened up, looking mock offended himself. “I’m not their teacher, I’m their uncle.” He pointed to the cross on his chest. “Their _cool_ uncle.”

“Their old uncle.” Ozpin teased. His voice was light, but not very energetic.

“Hey, don’t call me old, you’re one to talk you’re what…” Qrow looked down at his hands. “Jeeze, I actually have no idea how old you are.”

Ozpin’s eyes twinkled and he winked at him. Qrow felt his heart jump to his throat, that was unexpectedly adorable. The bird leaned forward and came eye-to-eye with Ozpin.

“You’re too sneaky for your own good.”

Ozpin smiled. “Thankyou.”

Qrow bit back a comment about how that wasn’t a compliment and leaned back on the table instead, stretching himself out. He stood up and took a walk around the office, glancing up at the gears that loomed over them. When the room was silent there was a hum, probably from the mechanics running all the gears. That, or Ozpin’s desktop scroll was unusually noisy. Qrow finished his impromptu tour and reached into his jacket pocket, pulling out his flask.

“Want a drink?” He asked from across the room. Ozpin shook his head. Qrow shrugged, “your loss,” and took a few sips. He wandered back over to Ozpin, who was ringing his hands together.

Qrow realised what this meant, Ozpin’s anxiety was getting worse. He was usually a very reserved person, keeping his emotions in check until everyone else, even Qrow, wasn’t around. There were only a few instances where he’d let his claustrophobic anxiety to physicalize itself like this. Once was in an elevator where they’d been trapped for an hour, the other time was when Qrow had tried to make out with him in a broom closet. The elevator had lead to a panic attack, the medics Qrow’d called in his worry explained to him.

Qrow had had experience with his own panic attacks, though they were usually drowned out (or caused) by alcohol.

Ozpin stood up suddenly, making Qrow step back a bit to give him room. His muscles tensed but he sat down again, his left leg starting to bounce up and down.

“Hey, look at me Oz,” Qrow said softly, crouching down next to Ozpin and placing a hand on the arm of his chair. Ozpin looked to Qrow but his eyes were unfocused. There were a few moments of silence where Ozpin drew in long, shaky breaths. He swallowed. Qrow felt a pang of pity for him. He wanted to reach out and hug him, draw him into his chest and squeeze tight until Ozpin calmed down, but that would just make it worse.

Ozpin stopped looking at him for a moment, then turned back to Qrow. His face was screwed into a tight look of concentration, his breaths getting shallower.

“We’re gonna get through this, okay?” Qrow whispered. Ozpin nodded, the movement tiny. His body had steadily began to shiver. “Let’s distract you. You know I-spy? It’s like that.” Ozpin nodded, a grimace across his lips for a fleeting moment. “How many chairs are in the room?”

Ozpin looked around, his hands drawn close to his chest. “Four.” He replied. His voice was barely there, and Qrow had to supress a wince.

“Good job, how many lights are in the room?”

Ozpin’s eyes flickered to the far walls, where lamps lit up the room. He mouthed numbers as he counted. “Twelve.”

“You’re doing so good.” Qrow reassured him. He asked him next to list things he could smell, to which Ozpin answered ‘whiskey and cheap cologne’. Qrow was glad he had the energy to make digs at him. They ran through a few more of the listing exercises, but Ozpin just looked worse. His face was pale and his hands trembled.

Ozpin took a shallow breath and released it, screwing his eyes shut tightly. Qrow waited for him to take another breath, but it didn’t come.

“Ozpin, hey,” His own voice trembled slightly, so he paused, regaining his composure. “you’re not breathing.”

Ozpin didn’t visibly react apart from his shoulders drawing closer to his body, curling up on his chair.

“Hey, come on, you need to take a breath for me. You’re doing really well, just focus on breathing.” Ozpin didn’t answer still, and Qrow was worried he’d pass out. Unsure of what to do, he leaned forward and reached out for Ozpin. Like he had been able to see (though his eyes were shut too tightly for that to be the case) Ozpin flinched backward and withdrew, pushing himself out his chair and taking a few steps back. His eyes fluttered open, trained to the floor, his shaking hands held just below his chest.

“Shit – Sorry, are you okay?”

Ozpin managed to make a strangled noise and shook his head.

“Right, yeah, sorry,” Qrow took a deep breath and composed himself, recalled the conversations he’d had with the nurses who’d taken care of Ozpin the first time this happened. Don’t touch unless they ask you to, draw their attention to something else.

Ozpin sunk to his knees, curling forward with his fists holding him up off the floor. Qrow noticed there were tears falling down Ozpin’s cheeks and the sharp pain of guilt stabbed him in the gut. Ozpin finally breathed, Qrow figured, since he let out a broken sob. Qrow couldn’t move, he felt stapled to the ground. Watching Ozpin fall apart like this once was bad enough, when he’d thought the man was being attacked or something. Now, knowing it was anxiety, Qrow felt stupid and helpless.

“Can you tell me what you need?” Qrow offered, pushing the guilt and worry away from him. He can feel bad later, now he had to be strong.

Ozpin took a while to answer, only managing to choke “Out” before he took a sharp breath.

“I know, I can’t do that for ya. Is there anything else I can do?”

One of the shaking man’s arms raised off the floor, pointing to the desk. A jug of water and a few glasses were there. Qrow assumed that was what he meant and picked himself up off the floor, pouring out a drink with his own slightly trembling hands and bringing it over to his boyfriend. Ozpin forced himself to sit up, taking the glass off Qrow silently. He took a few sips, a bit of water spilling onto his chin. Qrow went to wipe it off but Ozpin did so himself with a pass of his sleeve. When the glass was empty, he kept holding onto it.

Ozpin’s free hand travelled up to his own throat, his hand lingering there for a few moments. Then, suddenly, his nails dug into the skin. It was surface deep at first, but then he dragged his nails across his pale flesh and Qrow almost choked. “Oz, stop!”  

Ozpin continued to scratch at his neck, tearing open the skin. Qrow couldn’t control himself, he grabbed Ozpin’s wrist and pulled it away from the pale skin that was covered in fresh scratches. Ozpin’s hand balled into a fist, and the glass in the other hand shattered, covering the floor with its broken remains. It took Qrow a few seconds to even react, sweeping the majority of the glass away with his bare hand so it wasn’t near Ozpin, then checking the man’s hand for scratches. There wasn’t any blood, but he had to pull a shard out from the man’s shivering hands, which, despite having seen much worse in his time as a huntsman, still managed to make Qrow feel sick.

Where the glass had come out, blood was soon to follow, so Qrow stood up and got another glass of water, pouring it over Ozpin’s wound. The man didn’t struggle against him, but didn’t look up either. Like he hadn’t noticed anything past Qrow reaching for his wrist in the first place. Qrow didn’t like that, but it was good that he could take the time to make sure there wasn’t any glass left in the pale palm of Ozpin’s hand.

“Your aura could’ve stopped that, Ozpin.” He joked.

Ozpin shuddered in response, “s-sorry,” he whispered, so entirely serious and so entirely terrified. Qrow felt like kicking himself.

“I was kidding, it’s alright, I’m sorry.” Qrow realised his hand was holding Ozpin’s and quickly let go. “Hey, can I touch you?”

Ozpin didn’t answer with words, he buried his head in Qrow’s chest and clung to the man’s dress shirt. He let out a broken cry that sounded like it had been held in for a while, shuddering violently against him. Qrow gently wrapped his arms around the crying man’s shoulders and held him there. Ozpin’s crying was mostly silent, but Qrow was sure that’s what it was, sharp breaths in and out as he pressed his head further into the raven-haired man’s chest. As time went on, Ozpin’s voice was a bit louder, though he was still crying uncontrollably, his breathing had evened out a little bit. Qrow figured this was the come-down from his attack and thanked the gods that he’d been able to stay as calm as he did throughout it.

After an eternity, Ozpin started muttering into Qrow’s chest. It took him a few seconds to work out what the sound was. “ _I’m sorry, I’m so sorry Qrow,_ ” Oh fuck, that sharp pain of guilt hit Qrow again. Qrow smoothed down his white hair and pressed a kiss to the crown of his head.

“There’s nothing to be sorry about, love.”

Ozpin’s hands let go of Qrow’s shirt and wrapped around the bird’s back instead. He pulled Qrow tightly to him, clinging to him like the edge of a cliff he was about to fall off. Qrow held him up, peppering the top of his head with kisses and soft words of reassurance. “It’s alright, I’ve got you. You’re safe with me, sweetheart.”

After a while, Ozpin’s arms slackened around Qrow’s middle. The man pushed himself up on his knees to get level with Qrow’s face, pressing their foreheads together. His face was flushed red, his eyes worn out from crying, tears still glittering under them and trails left on his cheeks. He pressed his lips to Qrow’s and sighed through his nose, wanting to run his hands through the other man’s hair.

Qrow was surprised, not expecting Ozpin to be intimate after an episode that went on for that long, but he kissed Ozpin back anyway because he was so _glad_ he was alright. Ozpin’s tongue swept over Qrow’s bottom lip and he opened his mouth to him, feeling Ozpin hum happily into the kiss, a gesture that made Qrow’s heart skip a beat. The taste of Qrow’s whiskey mixed into their kiss but Ozpin ignored the bitter taste, feeling like he had to drink all of Qrow in, taking in as much of the man’s scent as he could. One of his hands left Qrow’s back to tangle through his hair, pulling his head backwards as Ozpin broke the kiss. Qrow’s eyes fluttered open in alarm at the rough treatment (although he did feel a surge of electrical arousal despite himself) and he pushed at Ozpin’s shoulders. Ozpin fell back just short of pressing kisses to the other man’s neck.

Qrow took a deep breath, shakier than he expected it to be, and smiled warmly at Ozpin. “Not that I don’t enjoy that because,” he swallowed. “I _really_ do, but are you okay?”

Ozpin’s eyebrows drew closer together at the question. His face looked exhausted, but his cheeks were flushed in a way that reminded Qrow of how he looked after sex. He was turned off by his own intrigue for a few moments, berating himself for thinking of that.

“I’m…” Ozpin started to speak but seemed to re-think his answer. “I’m tired, and sore, but I want this.” He looked to the iron plates over the windows. “There’s not much else to do, anyway…”

Ozpin’s face was shadowed over by his own exhaustion, the attack had taken a lot out of him. But something in him craved control, and he knew Qrow would give it to him. Qrow was normally a dominant person (if his past conquests weren’t evidence enough, he’d told Ozpin personally), but he always let Ozpin take control if he wanted it. And now, Ozpin felt like he _needed_ it, to hold Qrow down and shower him with affection, climb on top of him and forget his surroundings for a while. His exhaustion be damned.

Qrow looked hesitant – probably worried about Ozpin’s health – but relented. When Ozpin cradled Qrow’s head in his hands he relaxed, leaning into the hand that wound through his fluffy locks. Ozpin pulled on Qrow’s hair, tightening his hand into a fist and Qrow let out a heady grunt. Ozpin felt a chill run up his spine, drinking in the way Qrow looked with his head cradled in Ozpin’s hold, his body mostly limp.

Ozpin gently pushed Qrow so he was sitting down, then straddled his lap. His hand pushed back Qrow’s face and his lips found the man’s neck, peppering it with soft kisses. When Ozpin grazed the skin with his teeth Qrow purred, egging the professor on. He bit into Qrow’s neck, leaving bites marks in his pale flesh. Neither hunters’ auras were protecting them, Ozpin too tired to use his and Qrow choosing not to, so they could leave marks on the other easily. Ozpin’s hand that wasn’t twisted into Qrow’s hair stroked the side of the man’s torso, running under his shirt to feel his skin. Qrow’s muscles weren’t very pronounced but definitely there, built from years of training.

Ozpin used both hands to undo the buttons of Qrow’s shirt, pulling it aside to reveal his chest. He drank in the appearance of his smooth skin, running his hand over Qrow’s abs. Qrow’s eyes were shut but he had a serene look on his face that gave Ozpin a silent thrill. He leaned over his boyfriend and kissed at his chest and stomach, hands raking down the inside of the back of his shirt. He didn’t take his shirt all the way off, and Qrow didn’t shrug the shirt off his shoulders, both knowing that Ozpin had a thing for clothed sex.

Ozpin rolled his hips down onto Qrow’s, appreciating the blush spreading across the man’s face and heat radiating from his body. Ozpin noted with some discomfort that he hadn’t grown hard yet, but from the way Qrow felt, he had, and that was good enough.

Qrow’s eyes opened, though heavily lidded, and his hands wandered forward, reaching for Ozpin. The other man took Qrow’s hands and gently pushed them back to him, silently asking him to sit still. Qrow understood and leaned back on his elbows instead, watching as Ozpin ground on him, feeling his soft hands run over his scarred skin. Qrow hummed when Ozpin leaned forward and pulled him into a deep kiss, pressing his tongue against Qrow’s without stopping the achingly slow grind of his hips. Ozpin’s hands reached down to where their bodies met, fiddling with Qrow’s waistband, button and fly. He got it open and broke the kiss, a trail of saliva connecting the two of them, to eye Qrow’s erection through his briefs. They were dark, like most of Qrow’s clothes, and Ozpin loved how natural they looked on him. He palmed at Qrow’s cock through his clothing and delighted in the whine that left the man’s lips, a shiver running up both their spines.

“Oz,” Qrow whined, running a hand through his own hair. “we don’t have anything up here.” He breathed.

“Doesn’t matter,” Ozpin hummed. He wasn’t hard enough to fuck Qrow properly anyway, and this was more about making Qrow feel good by his own hand than getting himself off. “Gonna take care of you.” Ozpin said, only half planning out his words, distracted by the feeling of Qrow’s cock under his palm. He pulled down his briefs and couldn’t hold back a dorky smile when he saw Qrow’s erection. “God, you’re beautiful.”

Qrow blushed again, the red on his cheeks much more noticeable. “S-stop…You’re embarrassing.”

“If you say so.” Ozpin ran his tongue along the underside of Qrow’s shaft, hearing his heavy sigh and feeling his heart thud against his ribcage. His hands pushed Qrow’s thighs further apart and Qrow supressed a whine, feeling submissive under Ozpin’s careful movements.

Ozpin licked around the head of his boyfriend’s cock teasingly, pulling back when Qrow tried to rock further into his mouth. “You want me to suck you off?” He teased.

Qrow rolled his eyes. “Yes, you idiot.”

A fiendish grin fell over Ozpin’s lips and he crawled over Qrow, eyes lining up with his. “What was that? I didn’t hear you use your manners.” Qrow avoided Ozpin’s gaze, so he continued. “Look at me, what do you want me to do?” A pale hand directed the bird’s gaze to Ozpin’s amber eyes, burning into him. Qrow felt overwhelmed and hot all of sudden.

“I want you to suck me off.” He mumbled. Ozpin’s grin looked more genuine than teasing when he pressed a kiss to Qrow’s nose before settling back between his legs again. He licked his lips and took the head of Qrow’s dick into his mouth, humming around it. Qrow let out a soft moan, wishing Ozpin would let him hold his head, but knowing to stay still instead. Ozpin hollowed out his cheeks and took the rest of Qrow’s length at once, drawing a sharp yelp from Qrow who subsequently melted  under Ozpin’s mouth, moaning sweetly and struggling to keep himself still. Ozpin took his time, working his tongue around Qrow and feeling shivers of delight whenever Qrow let out a breath that was more of a moan than a sigh, and feeling pride whenever Qrow’s cock hit the back of his throat, causing the man to shiver underneath him.

“Fuck, Ozpin,” he hissed. Ozpin pulled his mouth off Qrow reluctantly, working him slowly with his hand instead.

“Yes love?”

“You’re…spoiling me. I’m gonna,” Qrow looked embarrassed to say it. Being spoiled by Ozpin always brought out a nervousness that Ozpin didn’t see on Qrow at any other time. “I’m gonna c-come, is that okay?”

Ozpin nodded slowly. “Of course love.” Ozpin stroked Qrow until he could see the muscles in the man’s legs tensing up and felt Qrow’s breath hitch. He opened his mouth and poked his tongue out, doing his best to look as erotic as possible. Qrow watched through parted fingers, his head buried in his hands, as his cum landed on Ozpin’s tongue, lips and chin. The sight gave him chills. Ozpin made a show of licking Qrow’s cum off his lips, wiping away the cum on his chin and swallowing that as well. Qrow let out a choked little noise.

“ _Fuck._ ”

Ozpin chuckled, pulling Qrow in for another deep kiss. Qrow normally would have minded that he was kissing Ozpin with the same mouth that probably had his cum still in it, but he was so caught up in Ozpin’s porn star level of erotic acting that he couldn’t help himself, running his hands through the white hair of his lover.

Ozpin buried his head into Qrow neck, his lips ghosting their earlobe. “Hey, stand up and go over to the table,” he breathed. Qrow did as he was told, his eyes wide. Ozpin came up behind him, gently holding the bird’s shoulders and guiding him down so he was bent over the table. Qrow swallowed, his stomach alive with butterflies as he wondered what Ozpin was doing. He felt a hand ghost over his ass, pausing to squeeze him gently through the fabric of his trousers. The hand lifted off and Qrow’s breath hitched for a moment, realizing what Ozpin was doing. He brought down his hand on Qrow’s ass, slapping it with enough force to draw a surprised yelp from Qrow’s lips.

Qrow heard Ozpin’s voice in his ear, vaguely registering his comment. “You remember how to tell me to stop, don’t you?”

Qrow nodded, tightening his hands into fists and breathing out a yes. Ozpin rubbed at his ass, hooking a finger into Qrow’s waistband and pulling down his trousers. Qrow felt cold air against his skin and pressed himself into the table, holding back a needy whine. The professor felt a surge of power run through him, reaching for the cane he kept against the desk.

 _On second thought_ , he mused. _Not yet._

Ozpin slapped the man underneath him again, experimentally going a little bit harder than last time. He writhed underneath and let out a heavy breath. Ozpin felt his head swim, wanting to hear that sound again. He hit him again, much harder, making Qrow swear under his breath and whine.

Oh _, that was good._

“You ready to count for me?” Ozpin asked, admiring the red mark blooming on Qrow. The man underneath him nodded.

“Yes”

Ozpin gave his lover’s ear a gentle kiss, staying close to listen to him breathe as he slapped him, striking the other side of his rear. Qrow keened. “One,” he hissed. Ozpin shivered in delight.

 _Smack._ “two,” Ozpin bit at the shell of Qrow’s ear. _Smack, smack,_ Qrow gasped from being struck twice in a row. “f-four,”

Ozpin’s breath tickled Qrow’s ear and the hair on his neck. “I’ll make you cry by ten.” He promised, digging his nails into the flesh of Qrow’s behind. Qrow shuddered, biting his lip.

 _Smack._ Qrow was rocked into the table by the force of that one, toes clenching. “Five.”

 _Smack._ Qrow had to empty out his lungs then breathe in again before he could speak. “ahn, six…”

Ozpin picked up his cane. Felt the handle in his hand for a few moments. He sized up Qrow’s quivering form. _Smack._

Qrow cried out, the sound louder and sharper than Ozpin expected. He dropped the cane and kissed at Qrow’s head and ear. “Are you alright?” He asked gingerly.

Qrow turned around to face him, his eyes glazed over and face flushed. “…Ozpin, _fuck,_ yes…” Ozpin felt his heart skip a beat and heat pool to his crotch. He was flushed himself, drinking in Qrow’s sounds and expression. He picked up his cane again, admiring the red line across the top of Qrow’s thigh from his weapon.

 _Smack._ Ozpin was sure Qrow would bruise. Qrow’s eyes were watering and he sniffed. “Eight,” he whined.

 _Smack._ “Fuck, Ozpin, please,” Ozpin raked his hands down Qrow’s back. “S-sorry, that’s n-nine,” Qrow sniffled again. Ozpin drew back his cane and put as much force as he dared into the next hit. **_Smack._** Qrow cried out in pain and buried his head in his arms, tears falling from his eyes. Ozpin patted his hair and felt the red, stinging flesh underneath his palm, leaving his cane to the side for now. He waited a few moments before flipping Qrow over on the table, pulling off his trousers and throwing them aside. Ozpin leaned right into Qrow, spreading the bare flesh of his thighs apart. He pressed kisses to Qrow’s tear stained cheeks, the man quivering slightly.

“How are you feeling?” Ozpin asked, patting down the fluffy raven hair that had lost some of its bounce from the night’s events. Qrow’s eyes were still hazy and lust filled.

“Goood,” he sighed, nuzzling into Ozpin’s hand.

Ozpin lavished Qrow’s neck with lazy licks, kissing along his jawline and eventually making out with him properly, one hand around his shoulders, the other trailing down his stomach to jerk the man off. Qrow whined when Oz touched his cock and tensed up, feeling oversensitive. Ozpin took that as encouragement and worked him quickly, tasting Qrow’s moans through their sloppy kiss. Suddenly, Qrow tensed up and trembled, moaning for a long time into Ozpin’s mouth, his hands coming up to pull Ozpin’s shoulders closer, cum splattered onto Qrow’s bare belly.

“Oz,” he pleaded into Ozpin’s ear. “I wanna taste you. _Please_.”

Ozpin felt Qrow’s hands fondling him through the fabric of his pants and was surprised to find that he was now rock hard. Qrow quickly undid Ozpin’s pants and pulled out his cock, staring at it like it was the only thing in the world that mattered to him. Ozpin’s heartbeat grew faster, watching his lover grip the base of his cock and give the tip a few gentle kisses. Qrow hopped off the table and knelt on the floor so he wouldn’t have to lean over to reach Ozpin, while the silver haired man knit his hand through black and grey locks.

Qrow opened his mouth and took in his boyfriend’s length, humming with pleasure. Ozpin’s breathing was laboured, his hands rubbing at Qrow’s head and ears in order to keep himself from being noisy. Qrow pushed Ozpin to the back of his throat, careful not to nip his boyfriend with his teeth. Ozpin rocked forward into him, making Qrow lose his breath for a moment before regaining his composure.

Ozpin pulled Qrow forward by the hair as he thrust into him, humming with delight as he heard and felt Qrow groan around him. Qrow was gagging, his hands squeezing Ozpin’s clothed thighs for purchase. Ozpin continued fucking roughly into Qrow’s mouth until he felt himself getting close to orgasm, pulling Qrow off him with a little more force than necessary. Qrow looked up at him with pleading ruby eyes, watching to see what Ozpin was doing. Ozpin gripped his cock with one hand and kept the other in Qrow’s hair, finishing himself off with a low moan and cumming on Qrow’s face. Qrow’s eyes widened in surprise but he kept still, eyelids fluttering.

When Ozpin’s body had stilled, he tucked himself back into his pants and watched Qrow wipe Ozpin’s cum off his face, receiving a kiss from the other man without warning. Qrow opened his mouth and let Ozpin’s tongue mingle with his own.

They pulled apart and Qrow stood up on shaky legs, reaching for the tissues on Ozpin’s desk. He wiped down his hands and face, turning back around to pull Ozpin into a warm embrace. Then he quickly pulled his discarded clothes back on.

The two walked over to a couch on the far side of the office which Ozpin had installed after Qrow complained about him spending long hours in the office without anywhere comfortable to sit. Qrow sat on Ozpin’s lap, head rested against his chest. The two were exhausted, and Qrow quickly fell asleep on top of his boyfriend. Ozpin fell asleep soon after, dreaming of wide open fields and the warmth of his boyfriend.

``

 

Glynda had woken up early that morning, keen to speak with Ozpin before the day truly started, knowing he’d be in his office, as he usually rose much earlier than she did. She stepped onto the elevator that lead to his office, confused to see that the top floor button was red. She pulled out her scroll and glanced at her messages, but nothing was there. She dialled Ozpin’s number, but his scroll rejected her call. She called Qrow, figuring he might have returned by now. No answer.

Finally she rang James, who did pick up, answering with a video call. He was sitting in his kitchen, his eyebrows raising with confusion and concern as he saw Glynda’s face. “Are you alright?” He asked.

“Why would Ozpin’s office be off limits?” She asked, turning her scroll around so James could see the red light behind the usually blue-green elevator buttons. When she turned it back she could see James’ face was knit with worry.

“That’s what it looks like when it’s in lockdown,” he muttered, standing up and picking up his scroll with him, straightening his suit jacket and making for the door. “I’ll send you the permissions to disable it, something must be wrong.”

Glynda nodded, staying on the line until James could text her the codes to override the lockdown. Then her scroll interfaced with the elevator and she disabled the lock on the elevator. She slammed the button with a lot more force than she intended, the elevator doors sliding shut.

She slipped her scroll into her pocket and drew her weapon, gripping the leather handle of the riding crop tightly. When the elevator reached Ozpin’s office and the doors slid open she took a breath, on high alert. She stepped into the room, searching for signs of anyone. Against the right wall, she saw Ozpin and Qrow, curled up together, asleep.

_What?_

She wandered over, eyes scanning the room for any danger, until she reached them. Qrow looked adorable and vulnerable, resting against Ozpin’s chest, the two in a very deep sleep. She reached out and shook Qrow’s shoulder gently, not wanting to disturb them, but knowing that they might not be as healthy as they look.

Qrow’s eyes tensed before they opened, settling on Glynda’s face. “G’morning,” he mumbled, voice dry and cracked. Glynda was speechless for a few moments, hand still on her crop.

“Why…what happened? Why is the office locked down?”

Qrow’s eyes fluttered a bit as he seemed to wake up fully. He rolled off Ozpin and looked to the windows, where the iron plating stayed in place. “Shit,” he mumbled. “yeah, about that, James needs to fix that security system.”

The elevator dinged and Qrow and Glynda watched James rush in, having arrived in record time. Glynda wondered if the man ever slept. “Qrow, Glynda, is everything alright? Is Ozpin okay?”

Qrow’s eyes flickered to his sleeping boyfriend. “We’re fine, Jimmy. No thanks to _you_ , by the way.” He hissed.

James’ tense appearance softened, though he bristled at Qrow’s tone. “Excuse me-”

“You’re excused!” Qrow growled. “Your shitty security system trapped Oz and I in here last night and we couldn’t turn it off.” He was tempted to tell James about Ozpin’s anxiety, but knew he wouldn’t like everyone to know. He bit his tongue, standing up off the couch and stalking over to him. “Turn it off, and fix it, or get rid of it.”

James’ eyebrows furrowed, his mouth tightening into a thin line. He nodded vacantly, pulling out his scroll and fiddling with it for a while. Eventually the iron plating around the office started to drag itself off the windows, screeching just as loudly as it had last night. James cringed, as did Glynda, and Ozpin blinked as the sound woke him up. When the plates were back in place and the windows were open, Ozpin stretched, standing up from the couch and sighing.

“James, I’d appreciate if you’d get rid of that stupid security system, and fix my scratched windows.”

James stuttered. “G-Good morning, Ozpin. I…will arrange that immediately.”

Ozpin walked over to Qrow and gave him a kiss on the lips, patting down his messy hair. “Did you sleep well?”

Qrow grinned wolfishly. “Sure did.”

Glynda sighed and put her riding crop back in her belt, rolling her eyes and walking out without another word. She was too exhausted from panicking on the way up to Ozpin’s office to be bothered speaking with him anymore. James followed her, wanting to avoid Ozpin’s scrutiny and Qrow’s high and mighty behaviour.

The elevator door slid shut on their guests, leaving Qrow and Ozpin alone again. Ozpin drank in the view of Beacon, a grimace spreading across his features at the nasty scratches.

“I’m going to have to spend a lot of time in a hotel room, aren’t I.” he sighed.

Qrow hugged him from behind. “You won’t be alone, if that makes it any better.”

Ozpin smiled. “It does.”

**Author's Note:**

> Ive never had a panic attack before but ive helped friends with them, so hopefully this was written kinda realistically xwx  
> I know they don't usually make you horny, but this is smut...so suspend your disbelief please ;w;


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